BALTIMORE--(BUSINESS WIRE)--
Constellation Energy (NYSE: CEG) today announced that its board of
directors has declared a quarterly dividend of 24 cents per share on the
company's common stock. The dividend, which equates to 96 cents per
share annually, is payable on Jan. 3, 2012, to shareholders of record at
the close of business on Dec. 12, 2011.
The board of directors also declared a quarterly dividend of 24 cents
per share on Constellation Energy's common stock that is payable on
April 2, 2012, to shareholders of record on March 12, 2012, provided
that the company's proposed merger with Exelon Corp. does not close on
or prior to March 12. If the merger closes on or before March 12, the
dividend will be pro-rated, with shareholders receiving $0.00264 per
share per day starting Dec. 13, 2011 — the day after the record date for
the previous quarterly dividend — and ending the day before the merger
closes. In accordance with the merger agreement, a pro-rata dividend
ensures that shareholders continue to receive dividends at the current
rate until the closing of the company's proposed merger with Exelon.
The pro-rata dividend, which is the daily equivalent of 24 cents per
share for the full quarter, will be paid within 30 days after the
closing date of the merger to shareholders of record at the close of
business on the day before the merger is completed.
About Constellation Energy
Constellation Energy (www.constellation.com)
is a leading competitive supplier of power, natural gas and energy
products and services for homes and businesses across the continental
United States. It owns a diversified fleet of generating units, totaling
approximately 12,000 megawatts of generating capacity, and is a leading
advocate for clean, environmentally sustainable energy sources, such as
solar power and nuclear energy. The company delivers electricity and
natural gas through the Baltimore Gas and Electric Company (BGE), its
regulated utility in Central Maryland. A FORTUNE 500 company
headquartered in Baltimore, Constellation Energy had revenues of $14.3
billion in 2010.
Cautionary Statements Regarding Forward-Looking
Information
Except for the historical information contained herein, certain of the
matters discussed in this communication constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934, both as amended by the Private
Securities Litigation Reform Act of 1995. Words such as "may," "will,"
"anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "target," "forecast," and words and terms of similar
substance used in connection with any discussion of future plans,
actions, or events identify forward-looking statements. These
forward-looking statements include, but are not limited to, statements
regarding benefits of the proposed merger of Exelon Corporation (Exelon)
and Constellation Energy Group, Inc. (Constellation), integration plans
and expected synergies, the expected timing of completion of the
transaction, anticipated future financial and operating performance and
results, including estimates for growth. These statements are based on
the current expectations of management of Exelon and Constellation, as
applicable. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements included in this communication regarding the proposed merger.
For example, (1) the companies may be unable to obtain shareholder
approvals required for the merger; (2) the companies may be unable to
obtain regulatory approvals required for the merger, or required
regulatory approvals may delay the merger or result in the imposition of
conditions that could have a material adverse effect on the combined
company or cause the companies to abandon the merger; (3) conditions to
the closing of the merger may not be satisfied; (4) an unsolicited offer
of another company to acquire assets or capital stock of Exelon or
Constellation could interfere with the merger; (5) problems may arise in
successfully integrating the businesses of the companies, which may
result in the combined company not operating as effectively and
efficiently as expected; (6) the combined company may be unable to
achieve cost-cutting synergies or it may take longer than expected to
achieve those synergies; (7) the merger may involve unexpected costs,
unexpected liabilities or unexpected delays, or the effects of purchase
accounting may be different from the companies' expectations; (8) the
credit ratings of the combined company or its subsidiaries may be
different from what the companies expect; (9) the businesses of the
companies may suffer as a result of uncertainty surrounding the merger;
(10) the companies may not realize the values expected to be obtained
for properties expected or required to be divested; (11) the industry
may be subject to future regulatory or legislative actions that could
adversely affect the companies; and (12) the companies may be adversely
affected by other economic, business, and/or competitive factors. Other
unknown or unpredictable factors could also have material adverse
effects on future results, performance or achievements of Exelon,
Constellation or the combined company. Discussions of some of these
other important factors and assumptions are contained in Exelon's and
Constellation's respective filings with the Securities and Exchange
Commission (SEC), and available at the SEC's website at www.sec.gov,
including: (1) Exelon's 2010 Annual Report on Form 10-K in (a) ITEM 1A.
Risk Factors, (b) ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations and (c) ITEM 8. Financial
Statements and Supplementary Data: Note 18; (2) Exelon's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2011 in
(a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1,
Financial Information, ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations and (c) Part I, Financial
Information, ITEM 1. Financial Statements: Note 13; (3) Constellation's
2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations and (c) ITEM 8. Financial Statements and
Supplementary Data: Note 12; and (4) Constellation's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2011 in (a) Part II,
Other Information, ITEM 1A. Risk Factors and ITEM 5. Other Information,
(b) Part I, Financial Information, ITEM 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations and (c) Part
I, Financial Information, ITEM 1. Financial Statements: Notes to
Consolidated Financial Statements, Commitments and Contingencies.
These risks, as well as other risks associated with the proposed merger,
are more fully discussed in the definitive joint proxy
statement/prospectus included in the Registration Statement on Form S-4
that Exelon filed with the SEC and that the SEC declared effective on
October 11, 2011 in connection with the proposed merger. In light of
these risks, uncertainties, assumptions and factors, the forward-looking
events discussed in this communication may not occur. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication.
Neither Exelon nor Constellation undertake any obligation to publicly
release any revision to its forward-looking statements to reflect events
or circumstances after the date of this communication.
Additional Information and Where to Find it
In connection with the proposed merger between Exelon and Constellation,
Exelon filed with the SEC a Registration Statement on Form S-4 that
included the definitive joint proxy statement/prospectus. The
Registration Statement was declared effective by the SEC on October 11,
2011. Exelon and Constellation mailed the definitive joint proxy
statement/prospectus to their respective security holders on or about
October 12, 2011. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
about Exelon, Constellation and the proposed merger. Investors and
security holders may obtain copies of all documents filed with the SEC
free of charge at the SEC's website, www.sec.gov.
In addition, a copy of the definitive joint proxy statement/prospectus
may be obtained free of charge from Exelon Corporation, Investor
Relations, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois
60680-5398, or from Constellation Energy Group, Inc., Investor
Relations, 100 Constellation Way, Suite 600C, Baltimore, MD 21202.
Constellation EnergyMedia Contacts:Paul AdamsLawrence
McDonnell410-470-7433orInvestor Contact:Sandra
Brummitt410-470-6440
Source: Constellation Energy
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